This Agreement (“Agreement”) is made and entered into by, between and among McCoy Corporation d/b/a OneOnlineCommunity.com, Pontiac, Illinois USA (“McCoy”) and the Client who activates an OneOnlineCommunity entity/module/web site account (“Client”), beginning at the date and time of activation of a Client OOC Account.

Recitals
 
McCoy is engaged in the business of developing and maintaining web site systems utilizing the OneOnlineCommunity.com system , hereinafter referred to as the “Services”, and desires to provide services for Client.
 
The Client desires to have an OneOnlineCommunity.com web site account, hereinafter referred to as the “OOC Account.”
 
IT IS THEREFORE AGREED:
 
1.0 Definitions: For purposed of this Agreement
 
1.1 “System” shall mean the entire OneOnlineCommunity.com web site system, including but not limited to all elements, content, services, features, data, news, images, graphics, photos, Client OOC Accounts, and other content and services.
 
1.2 “Subscribers” and “Users” and “End-Users” shall mean end-users that access the Services.
 
1.3 “Members” shall mean end-users that have signed-up with OneOnlineCommunity.com as an OneOnlineCommunity.com Member.
 
1.4 “Module Admin” shall mean the primary user who has access to the Client’s account and has the ability to administer the OOC Account.
 
2.0 Preparation of the OOC Account
 
2.1 McCoy shall provide available and included services of the OOC Account to Client as outlined by the type of OOC Account provided.
 
2.2 Client shall provide all data, information, photos, images, graphics, content, documents, maps, links, sounds, videos, news, and other content for use on their OOC Account.
 
3.0 Grant of Rights
 
3.1 The Client grants to McCoy and its successors, representatives, and assigns, sole and exclusive right to sponsor and sell sponsorships on the Services and OOC Account in the form of advertisements, sponsorships, ads, promotional content, and all other forms of promotions and advertisements that might become available in the future.  Client shall not allow any other entity to sponsor, co-sponsor, provide sponsorships for said Services or OOC Account in any form, including advertising, underwriting, or name sponsorship.  Client shall not allow any other content from third parties, or otherwise allow use of the Client’s OOC Account for any other purpose to any other entity.
 
3.2 The Client grants to McCoy and its successors, representatives, and assigns, sole and exclusive right to use the Client’s name, likeness, photos, images, description, and location in products and services developed by McCoy for sale, marketing, promotion, or distribution in conjunction with the System or Services.
 
4.0 Ownership
 
4.0 All content, photos, images, information, services, scripts, code, advertisements, graphics, features, ability, and other material or services provided by McCoy shall remain the property and ownership of McCoy.  All technologies, content, copyrighted materials, programming, equipment, and materials developed and provided by McCoy shall remain the property of McCoy.
 
4.1 All products created for sale, marketing, or distribution by McCoy shall remain the property and ownership of McCoy.  All technologies, content, copyrighted materials, programming, equipment, and materials developed and provided by McCoy shall remain the property of McCoy.
 
4.2 All information, content, graphics, data, news, or other content provided by Client shall remain the property of Client, with the exception of any content, graphics, data, news, or other content or elements created by McCoy for use by the Client or for use on the Client’s OOC Account.
 
4.3 All data collected by System, including but not limited to user statistics, advertising statistics, usage, availability, user activity, Client activity, and any and all Client, System and user activity and statistics shall remain the property of McCoy.
 
 
5.0 Warranty and Indemnity
 
5.1 The Client represents and warrants to McCoy that the Client’s OOC Account and all activity and content provided by Client or Client’s users shall contain no defamatory or unlawful matter and will in no way infringe upon the copyright or violate the proprietary rights of any person whomsoever. The Client agrees to indemnify and hold McCoy harmless from any suit, demand, or claim made against McCoy by reason of any defamatory right, and Client further agrees to pay any judgment or reasonable settlement offer resulting from any such suit, demand, or claim, and to pay any reasonable attorneys' fees incurred by McCoy in defending against such suit, demand, or claim, although Client will not indemnify McCoy for any suits, demands, or claims either arising from the negligence or willful conduct of McCoy or relating to liability for which a statutory safe-harbor has been provided.
 
5.2 Clients agrees that all content and other information provided by Client shall follow and abide by any additional agreements and Terms of Use which may be published by McCoy as part of Services provided by McCoy on the System or the OOC Account.  Any such agreements and Terms of Use shall become part of this agreement and may be modified from time to time without notice to Client.
 
5.2 McCoy represents and warrants to Client that the technologies and related items and services provided directly by McCoy as part of the System shall contain no defamatory or unlawful matter and will in no way infringe upon the copyright or violate the proprietary rights of any person whomsoever or any rights of publicity or privacy and shall comply with applicable laws, statutes, ordinances, and regulations.  McCoy agrees to indemnify and hold the Client, including its users and affiliates, harmless from any suit, demand, or claim made against Client by reason of any breach of McCoy’s warranties and representations, and McCoy further agrees to pay any judgment or reasonable settlement offer resulting from any such suit, demand, or claim, and to pay any reasonable attorneys' fees incurred by the Client for defending against such suit, demand, or claim.
 
5.4 Services and products provided by McCoy are provided AS IS, WITHOUT WARRANTY OF ANY KIND TO CLIENT, SUBSCRIBER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT; 7) QUIET ENJOYMENT; AND 8) TITLE. CLIENT AGREES THAT ANY EFFORTS BY MCCOY TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.  CLIENT FURTHER AGREES THAT MCCOY SHALL NOT BE LIABLE TO CLIENT, SUBSCRIBER, MEMBER, USER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF MCCOY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT.
 
Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Client. In such jurisdictions, McCoy’s liability is limited to the greatest extent permitted by law.
 
5.5 MCCOY SHALL IN NO EVENT HAVE OBLIGATIONS OR LIABILITIES TO CLIENT, SUBSCRIBER, MEMBER, USER OR ANY OTHER PERSON, BUSINESS, ORGANIZATION OR ANY THIRD PARTY FOR LOSS OF PROFITS, LOSS OR USE OR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON AGREEMENT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF MCCOY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, ARISING OUT OF OR IN CONNECTION WITH THE SALE, DELIVERY, USE, REPAIR OR PERFORMANCE OF SERVICES, OR ANY FAILURE OR DELAY IN CONNECTION WITH ANY OF THE FOREGOING.
 
5.6 Client agrees to indemnify and save McCoy harmless from any liabilities (including any costs, expenses and reasonable attorneys' fees) that are finally awarded against McCoy because of any claim or demand that may be made against McCoy based on Client's negligence or fault or any duty of Client in the marketing, use of the OOC Account or Services provided by McCoy. Client shall have the right to defend McCoy against any such claim or demand.
 
5.7 Client agrees and understands that the System provides services and abilities to other entities and third parties and that these entities or parties may provide their own direct or indirect content, information, news, images, ideas, concepts, opinions, and other content directly to the System, and that McCoy shall in no event have any obligations or liabilities to Client for any content or information provided by these entities or parties.
 
5.8 Client agrees and understands that the System or any part of the System or OOC Account may be terminated, changed, altered, modified, or removed at any time without notice to the Client.
 
5.9 Client agrees and understands that McCoy may add, modify, or impose additional restrictions or rules for OOC Accounts and/or Client, and Client agrees to abide by such restrictions or rules.
 
5.10 Client agrees to not perform, post, link to, provide, or otherwise participate in any activity on the System or OOC Account that may be illegal or unethical.
 
5.11 Client agrees to not post, publish, provide, or otherwise release any comments, information, opinions, or statements on the System or OOC Account that in any way harm the reputation of the System or McCoy or any other entity that participates on the System in any capacity, including, but not limited to, OOC Representatives, content providers, advertisers, businesses, and individuals.
 
6.0 Compensation, Fees, and Costs
 
6.1 McCoy shall provide services rendered in maintaining and providing an OOC Account and related Services for a service fee to the Client for the Account as provided by McCoy.  The services provided may change from time to time without notice to Client.
 
6.2 Client shall not charge for the public or users to view  or access to the Client’s OOC Account, information, services, or content as made available by the System or Client’s OOC Account.
 
6.3 McCoy reserves the right to market, sell, or provide related products and services to the public within the System, the Client’s OOC Account, or at any other location, including on other web sites.
 
6.4 The Client grants to the McCoy and its successors, representatives, and assigns, sole and exclusive right to market and sell products related to the System.
 
6.5 Additional services, customization, custom features, changes, modifications, and other work requested by Client that are not part of the Client’s OOC Account package may incur additional fees or costs to Client as deemed solely by McCoy.  Any such services must be agreed to in writing and paid for by Client prior to any work being performed or features being available to Client.  McCoy retains all ownership for all additional services, features, or customization work, and such services and features become part of the System and owned by McCoy without compensation to Client.
 
7.0 Loss or Destruction of Information
 
7.1 Force Majeure:   If the performance of this Agreement or any obligation hereunder, except the making of payments hereunder, is prevented, restricted or interfered with by reason of fire, flood, earthquake, explosion, act of terrorism or other casualty or accident; strikes or labor disputes; inability to procure parts, supplies or power; war or other violence; any law, order, proclamation, regulation, ordinance, demand or requirement of any government agency; or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference; provided, however, that the party so affected shall take all reasonable steps to avoid or remove such causes of nonperformance and shall resume performance hereunder with dispatch whenever such causes are removed.
 
7.2 McCoy shall not be responsible for making backups of the System or Client’s data or Client’s OOC Account.  McCoy shall not be responsible for any damages arising from not backing up the System, or any damages from act or acts listed in paragraph 7.1 above, as stated in said paragraph.
 
7.3 Client agrees to be solely responsible for any backups or copies of content, data, information, images, or other content as provided by the Client or that is part of the Client’s OOC Account, and that McCoy provides no services related in protecting, storage of, or otherwise securing the Client’s content or OOC Account information, data, statistics, or content.
 
8.0 Confidential Relationship
 
8.1 McCoy endeavors to protect the privacy of Client’s non-public information.  McCoy acknowledges that Client is the sole owner of the information provided by Client and all information provided now, or subsequently revealed to McCoy, under this Agreement.  McCoy further acknowledges that all such information (including but not limited to pricing, systems, or the like used by Client or its users in their business) are trade secrets or confidential information of Client and that they are revealed to McCoy in confidence solely for the limited purpose of enabling McCoy to develop, maintain and provide additional services for the System and other services.
 
8.2 McCoy shall not reveal any trade secrets or confidential information of Client to any other person or entity without the express written consent of Client.  McCoy shall not use these trade secrets or confidential information in connection with any other business or venture, or in any other capacity, during and after the term of this Agreement without the express written consent of Client.
 
8.3 McCoy shall use its best efforts, which shall be at least commercially reasonable, to protect Client’s information from unauthorized disclosure. 
 
8.4 The Client acknowledges that McCoy is the sole owner of the System, technologies, programming, code, functions, features, ideas, concepts, scripts, graphics, layouts, elements, and information, and all information provided now, or subsequently revealed to the System and Client, under this Agreement.  Client further acknowledges that all such information are trade secrets or confidential information of McCoy and that they are revealed to the Client in confidence.  The Client acknowledges and agrees to not disclose, use, record, sell, transfer, store, copy, or otherwise communicate any programming, code, ideas, features, functions, concepts, layouts, elements, or any other information, content, data, or materials used by McCoy or the System, and that any information on how the System or Services by McCoy works is considered trade secrets or confidential information.  The Client acknowledges and agrees to not use any said trade secrets learned by using System, the OOC Account, or other related Services or Products by McCoy for any purpose including but not limited to the development or designing of a system or other related or unrelated purposes for Client or any third party.
 
9.0 Termination
 
9.1 If McCoy determines that the demand for the System is insufficient to justify continued operation, McCoy may terminate this Agreement at any time without notice to Client.
 
9.2 McCoy may terminate this Agreement at any time without notice to Client and for any reason.  McCoy shall have no obligations or liability to Client or any user for termination of this agreement.
 
9.3 Client may terminate this Agreement at any time with at least 10 (ten) days written notice to McCoy.  Upon termination by Client, Client shall hold McCoy harmless for any claims of any kind as a result of said termination.
 
9.4 Upon termination of this Agreement for any reason, McCoy retains ownership of all technologies contained within the System, and Services and access provided to the Client by McCoy shall terminate.
 
10.0 Assignment
 
10.1 This Agreement may not be assigned by either party without the prior written consent of the other party, but, subject to the foregoing limitation, it shall inure to the benefit of and be binding on the executors, administrators, heirs, and assigns of Client and upon the successors and assigns of McCoy.
 
10.2 This Agreement shall be governed by the laws of the State of Illinois, county of Livingston.
 
10.3 If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs, and necessary disbursements in addition to any other proper relief.
 
11.0 Miscellaneous
 
11.1 Entire Agreement:  This Agreement constitutes the entire Agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, negotiations and understandings of the parties. No representation, promise, modification or amendment shall be binding upon either party as a warranty or otherwise, unless in writing and signed on behalf of each party by a duly authorized representative.
 
11.2 Severability:  If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
 
11.3 Notices:  All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be sent by registered or certified mail, postage prepaid, or transmitted by telegram or TWX if confirmed by such mailing, to Client and  McCoy at their respective addresses set forth on the signature page hereto. Either party may change its address by written notice to the other.
 
11.4 No Waiver:  The failure by either party to enforce at any time any of the provisions of this Agreement, or to exercise any election or option provided herein, shall in no way be construed as a waiver of such provisions or options, nor in any way to affect the validity of this Agreement or any part thereof, or the right of either party thereafter to enforce each and every such provision.
 
11.5 No Other Warranty or Representation:  Client hereby acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically set forth herein.
 
11.6 Attorneys' Fees:  If any legal action is brought to enforce the rights of either party hereunder, the prevailing party shall be entitled to receive its attorneys' fees and court costs in addition to any other relief it may receive.
 
11.7 Public Announcement:  This Agreement and/or its contents is not to be publicly announced without prior written consent from Client and McCoy.
 
11.8 Language:  This Agreement is in the English language, only, which language shall be controlling in all respects, and all versions hereof in any other language shall be for accommodation only and shall not be binding upon the parties hereto. All communications made or given pursuant to this Agreement shall be in the English language.
 
11.9 Arbitration:  Any claim, dispute or controversy arising out of or in connection with or relating to this Agreement or the breach or alleged breach thereof shall be submitted by the parties to binding arbitration in the City of Pontiac, State of Illinois, county of Livingston, United States of America, before a single arbitrator agreeable to both parties. If the parties cannot agree on a designee within 2 weeks after arbitration is requested in writing by either of them, the arbitration shall proceed in Pontiac, Livingston, United States of America, before a single arbitrator appointed by the American Arbitration Association and under the rules then obtaining of that Association. The award shall be rendered in such form that judgment may be entered thereon in any court having jurisdiction thereof.
 
11.10 Headings:  Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement.